TITIJAYA LAND BERHAD (Company No M) (Incorporated in Malaysia under the Companies Act, 1965)

Transcription

1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to the course of action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. Pursuant to the provisions of Practice Note 18 of the Listing Requirements of Bursa Malaysia Securities Berhad ( Bursa Securities ) on the perusal of draft circulars and other documents, Bursa Securities has not perused Part B of this Circular prior to its issuance, as it is an Exempt Circular. Bursa Securities takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the content of this Circular. TITIJAYA LAND BERHAD (Company No M) (Incorporated in Malaysia under the Companies Act, 1965) CIRCULAR TO SHAREHOLDERS in relation to the PART A PROPOSED SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE PART B PROPOSED AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN SHARES The Notice of the Extraordinary General Meeting ( EGM ) of Titijaya Land Berhad ( Titijaya or the Company ) and the Form of Proxy are set out in this Circular. The EGM will be held as follows: Date and time of EGM : 27 May, 2015 at 11:00 a.m. or immediately following the conclusion or adjournment (as the case may be) of the EGM convened to seek the approval of shareholders for the Proposed Acquisition which will be held at the same venue and on the same day at 10:00 a.m., whichever is later. Venue of EGM : Concorde II, Level 2, Concorde Hotel Shah Alam, 3, Jalan Tengku Ampuan Zabedah, Shah Alam, Selangor Darul Ehsan. Last date and time for lodging the Form of Proxy : Monday, 25 May, 2015 at 11:00 a.m. If you are entitled to attend and vote at the EGM of the Company, you may appoint a proxy or proxies to attend and vote on your behalf. The Form of Proxy must be deposited at the Registered Office of the Company at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, Kuala Lumpur, Wilayah Persekutuan no later than forty eight (48) hours before time appointed for the EGM. The completion and return of the Form of Proxy will not preclude you from attending and voting in person at the EGM should you subsequently wish to do so. This Circular is dated 5 May 2015

2 DEFINITIONS For the purpose of this Circular, except where the context otherwise requires, the following definitions shall apply:- Act Companies Act, 1965, as amended from time to time and any re-enactment thereof. Board Board of Directors of Titijaya Bursa Securities Bursa Malaysia Securities Berhad (Company No W). Circular Circular to Shareholders dated 5 May 2015 CMSA Capital Markets and Services Act 2007, as amended, supplemented or modified from time to time Code Malaysian Code on Take-Over and Mergers, 2010, as amended from time to time and any re-enactment thereof Director Shall have the same meaning given in Section 2(1) of the CMSA and for the purpose of the Proposed Shareholders Mandate, includes any person who is or was within the preceding six (6) months of the date on which the terms of the transactions were agreed upon, a director of Titijaya or any other company which is its subsidiary or holding company or a chief executive officer of the Company, its subsidiary or holding company EGM Extraordinary General Meeting of Titijaya EPS Earnings per share Listing Requirements Main Market Listing Requirements of Bursa Securities including any amendments thereto that may be made from time to time. LPD 6 April 2015, being the latest practicable date prior to the printing of this Circular. M&A Memorandum and Articles of Association Major Shareholder(s) A person who has an interest or interests in one or more voting shares in the Company and the nominal amount of that share, or the aggregate of the nominal amounts of those shares, is:- (a) 10% or more of the aggregate of the nominal amounts of all the voting shares in the Company; or (b) 5% or more of the aggregate of the nominal amounts of all the voting shares in the Company where such person is the largest shareholder of the Company, For the purpose of this definition, interest in shares shall have the same meaning given in Section 6A of the Act. For the purpose of the Proposed Shareholders Mandate, it includes any person who is or was within the preceding six (6) months of the date on which the terms of the transactions were agreed upon, a major shareholder of the Company or any other company which is its subsidiary or holding company. NA Net assets attributable to ordinary equity holders of Titijaya i

3 DEFINITIONS (Cont d) Person(s) Connected - Shall have the same meaning given in Paragraph 1.01, Chapter 1 of the Listing Requirements, in relation to a Director or Major Shareholder of a corporation, means such person who falls under any one (1) of the following categories:- i) a family member of the Director or Major Shareholder; ii) iii) iv) a trustee of a trust (other than a trustee for a share scheme for employees or pension scheme) under which the Director, Major Shareholder or a family member of the Director or Major Shareholder is the sole beneficiary; a partner of the Director, Major Shareholder or a partner of a person connected with that Director or Major Shareholder; a person who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the Director or Major Shareholder; v) a person in accordance with whose directions, instructions or wishes the Director or Major Shareholder is accustomed or is under an obligation, whether formal or informal, to act; vi) vii) viii) ix) a body corporate or its directors which/who is/are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the Director or Major Shareholder; a body corporate or its directors whose directions, instructions or wishes the Director or Major Shareholder is accustomed or under an obligation, whether formal or informal, to act; a body corporate in which the Director, Major Shareholder or persons connected with him are entitled to exercise, or control the exercise of, not less than 15% of the votes attached to voting shares in the body corporate; or a body corporate which is a related corporation. Proposed Shareholders Mandate Proposed Shareholders Mandate for Recurrent Related Party Transactions of a revenue or trading nature Proposed Share Buy-Back Proposed authority for the Company to purchase its own shares up to ten percent (10%) of its issued and paid-up share capital Purchased Shares Titijaya Shares to be purchased by the Company pursuant to the Proposed Share Buy-Back RCPS Redeemable Convertible Preference Shares of RM0.50 each in Titijaya Related Party(ies) Director(s), Major Shareholder(s) and/or person(s) connected with such Director(s) or Major Shareholder(s) as defined therein Related Corporation A corporation which is:- (a) a holding company of another corporation; (b) a subsidiary of another corporation; or (c) a subsidiary of the holding company of another corporation. ii

4 DEFINITIONS (Cont d) Recurrent Related Party Transaction(s) or RRPTs Recurrent related party transactions of a revenue or trading nature, which are necessary for the day-to-day operations and are to be entered into by the Titijaya Group in the ordinary course of business of the Titijaya Group involving the direct and/or indirect interests of Related Party(ies) RM and sen Ringgit Malaysia and sen respectively. Shareholders Shareholders of Titijaya TGSB Titijaya Group Sdn Bhd (Company No P) Titijaya Titijaya Land Berhad (Company No M) Titijaya Group or the Group Titijaya together with its subsidiaries Titijaya Share(s) or Share(s) Ordinary Share(s) of RM0.50 each in Titijaya Unless otherwise stated, the information set out above in relation to the Major Shareholder(s), Director(s) and Person(s) Connected is as at the LPD. Words denoting the singular shall, where applicable, include the plural and vice versa. Words denoting masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. Reference to persons shall include corporations. Any reference to any enactment in this Circular is a reference to that enactment as for the time being amended or re-enacted. Any reference to a time of day shall be a reference to Malaysian time, unless otherwise stated. The remaining of this page is intentionally left blank iii

5 CONTENTS LETTER TO THE SHAREHOLDERS OF TITIJAYA CONTAINING:- PAGE(S) PART A: PROPOSED SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE 1.0 INTRODUCTION DETAILS OF THE PROPOSED NEW SHAREHOLDERS MANDATE The Listing Requirements Validity Period of Proposed Shareholders Mandate Principal Activities of Titijaya group Classes of Related Parties Details of RRPTs Contemplated under the Proposed Shareholders Mandate Amount due and owing to Ttijaya Group by Related Parties Review Procedures for RRPTs Statement by Audit Committee Rationale and benefits of the Proposed Shareholders mandate INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM FINANCIAL EFFECTS OF THE PROPOSED SHAREHOLDERS MANDATE APPROVAL REQUIRED DIRECTORS RECOMMENDATION EGM FURTHER INFORMATION 8 PART B: PROPOSED AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN SHARES 1.0 INTRODUCTION DETAILS OF THE PROPOSED SHARE BUY-BACK Quantum Funding Regulatory Requirements Treatment of Purchased Shares Public Shareholding Spread RATIONALE FOR THE PROPOSED SHARE BUY-BACK POTENTIAL ADVANTAGES AND DISADVANTAGES OF THE PROPOSED SHARE BUY-BACK 5.0 PURCHASE OF SHARES AND RESALE AND/OR CANCELLATION OF TREASURY SHARES IN THE PREVIOUS TWELVE (12) MONTHS iv

6 6.0 FINANCIAL EFFECTS TO THE PROPOSED SHARE BUY-BACK Share Capital NA Earnings Working Capital Dividends DIRECTORS AND SUBSTANTIAL SHAREHOLDERS SHAREHOLDINGS IMPLICATION OF THE CODE HISTORICAL MARKET PRICE OF TITIJAYA SHARE INTERESTED DIRECTORS, SUBSTANTIAL SHAREHOLDERS AND 20 PERSONS CONNECTED TO THEM 11.0 APPROVALS REQUIRED DIRECTORS RECOMMENDATION EGM FURTHER INFORMATION 20 APPENDIX I FURTHER INFORMATION 21 NOTICE OF THE EGM ENCLOSED FORM OF PROXY ENCLOSED The remaining of this page is intentionally left blank v

7 PART A PROPOSED SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE

8 TITIJAYA LAND BERHAD (Company No M) (Incorporated in Malaysia under the Act) Registered Office: Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, Kuala Lumpur 5 May 2015 Board of Directors: Admiral Tan Sri Dato Sri Mohd Anwar bin Hj Mohd Nor (Retired) (Chairman, Independent Non-Executive Director) Tan Sri Dato Lim Soon Peng (Group Managing Director) Lim Poh Yit (Deputy Group Managing Director) Lim Puay Fung (Executive Director) Dato Ch ng Toh Eng (Independent Non-Executive Director) Chin Kim Chung (Independent Non-Executive Director) Tan Sri Syed Mohd Yusof Bin Tun Syed Nasir (Non-Independent Non-Executive Director) Adrian Cheok Eu Gene (Alternate Director to Tan Sri Syed Mohd Yusof Bin Tun Syed Nasir) To: Shareholders of Titijaya Dear Sir/Madam, PROPOSED SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE 1.0 INTRODUCTION On 13 February 2015, the Company announced its intention to seek its shareholders approval for the Proposed Shareholders Mandate for Titijaya Group to enter into recurrent related party transactions of a revenue or trading nature. The purpose of this Circular is to provide you with details of the Proposed Shareholders Mandate and to seek your approval for the ordinary resolution to be tabled at the forthcoming EGM of the Company. The Notice of the EGM together with the Form of Proxy is enclosed in this circular. 2.0 DETAILS OF THE PROPOSED SHAREHOLDERS MANDATE 2.1 The Listing Requirements Paragraph 10.09(2) of the Listing Requirements provides that a listed issuer may seek a mandate from its shareholders for RRPTs, subject to the following:- (i) the transactions are in the ordinary course of business and are on terms not more favourable to the Related Party than those generally available to the public; 2

9 (ii) the shareholders mandate is subject to annual renewal and disclosure is made in the annual report of the aggregate value of transactions conducted pursuant to the shareholders mandate during the financial year where the aggregate value is equal to or more than the threshold below in relation to a listed issuer with an issued and paid-up capital of RM60 million and above:- (a) (b) the consideration, value of the assets, capital outlay or costs of the RRPT is RM1 million or more; or the percentage ratio of such RRPT is 1% or more, whichever is the higher; (iii) (iv) (v) the listed issuer s circular to shareholders for the shareholder mandate includes the information as may be prescribed by Bursa Securities. The draft circular must be submitted to Bursa Securities together with a checklist showing compliance with such information; in a meeting to obtain the shareholders mandate, the interested Director, interested Major Shareholder or interested persons connected with a Director or Major Shareholder, and where it involves the interest of an interested person connected with a Director or Major Shareholder, such Director or Major Shareholder, must not vote on the resolution approving the RRPT. An interested Director or interested Major Shareholder must ensure that persons connected with him abstain from voting on the resolution approving the transactions; and the listed issuer immediately announces to Bursa Securities when the actual value of a RRPT entered into by the listed issuer, exceeds the estimated value of the RRPT disclosed in the circular by 10% or more and must include the information as may be prescribed by Bursa Securities in its announcement. Accordingly, your Board proposes to seek the shareholders approval for the Proposed Shareholders Mandate. The Proposed Shareholders Mandate will allow the Titijaya Group, in the normal course of business, to enter into the RRPT referred to in Part A, Section 2.5 with the Related Parties, provided that such transactions are made at arm s length, on Titijaya Group s normal commercial terms and on terms not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders of Titijaya. 2.2 Validity Period of the Proposed Shareholders Mandate The authority to be conferred pursuant to the Proposed Shareholders Mandate, if approved by the shareholders, shall take effect from the passing of the ordinary resolution proposed at the forthcoming EGM and shall continue to be in force until:- (a) (b) (c) the conclusion of the next AGM of the Company following the general meeting at which such mandate was passed, at which time it will lapse, unless by a resolution passed at a general meeting, the authority is renewed; the expiration of the period within which the next AGM after that date is required to be held pursuant to Section 143(1) of the Act (but must not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or revoked or varied by resolution passed by the shareholders of the Company in general meeting, whichever is earlier. The remaining of this page is intentionally left blank 3

10 2.3 Principal Activities of Titijaya Group The principal activity of Titijaya is investment holding. The particulars of its subsidiaries and their principal activities as at LPD are as follows:- Name Subsidiaries Principal activities Effective Equity interest % NPO Development Sdn. Bhd. Property development NPO Land Sdn. Bhd. Property development Sendi Bangga Development Sdn. Bhd. Property development Shah Alam City Centre Sdn. Bhd. Property development City Meridian Development Sdn. Bhd. Property development Safetags Solution Sdn. Bhd. Property development Liberty Park Development Sdn. Bhd. Dormant Aman Kemensah Sdn. Bhd. Property development Terbit Kelana Development Sdn. Bhd. Investment holding Pin Hwa Properties Sdn. Bhd. Investment holding and joint venture for property development Epoch Property Sdn. Bhd. Property development Prosperous Hectares Sdn. Bhd. Property development Titijaya Resources Sdn. Bhd. Property development Titijaya PMC Sdn. Bhd. Provision of management services to companies within Titijaya Group Note: Premsdale Development Sdn. Bhd. Dormant Tenang Sempurna Sdn. Bhd. Dormant^ ^ The intended activity is to undertake property development. It is envisaged that, in the normal course of Titijaya Group s businesses, transactions of a revenue or trading nature between companies in Titijaya Group and the Related Parties are likely to occur, which are necessary for its day-to-day operations. 2.4 Classes of Related Parties The Proposed Shareholders Mandate will apply to the following classes of Related Parties: (i) (ii) Directors and/or Major Shareholders; and Persons connected with the Directors and/or Major Shareholders. 4

11 2.5 Details of RRPTs Contemplated under the Proposed Shareholders Mandate The details of the RRPTs which will be entered by Titijaya Group and the Related Parties are set out below:- Related Party Titijaya Group -Transacting Party Nature of Transaction with Titijaya Group Estimated aggregate value from the forthcoming EGM until the next AGM Nature of relationship between Titijaya Group and the Related Party Titijaya Group Directors and/or Major Shareholders of Titijaya Group and Person Connected to them Sale of development properties in the ordinary course of business provided that any one of the percentage ratios of the transaction does not exceed 10% as defined in the Listing Requirements. # Directors and/ or Major Shareholders of Titijaya Group and Persons Connected with Notes:- # Estimates of the value of this category of transactions cannot be ascertained given the various types of properties sold by Titijaya Group with varies from project to project. However, in accordance with Paragraph 3.3 of Practice Note 12 of the Listing Requirements, any one of the percentage ratios of the transactions is not more than The Directors, Major Shareholders and/or Persons Connected with them who would be purchasing the properties sold by Titijaya Group could not be ascertained at this juncture. The Directors, Major Shareholders and/or Persons Connected to them who would be purchasing the properties sold by Titijaya Group could not be ascertained at this point in time. Disclosure will be made in our Annual Report in accordance with Practice Note 12 of the Listing Requirements. 2.6 Amount Due and Owing to Titijaya Group by Related Parties As at LPD, there is no amount due and owing to the Titijaya Group by its Related Parties which exceeded the credit term. As such, the disclosures as required under Paragraphs 16A and 16B in Annexure PN12-A of the Listing Requirements are not applicable. 2.7 Review Procedures for the RRPTs The Board has in place the following internal control procedures to ensure that transactions with Related Parties undertaken on transaction prices and not more favourable to the related party than those generally available to the public, are conducted at arm s length basis and are based on normal commercial terms consistent with Titijaya Group s usual business practices and are not prejudicial to the interests of the minority shareholders:- (i) (ii) (iii) The pricing of transactions with a Related Party will take into account the pricing, prevailing market rates, areas of space rented, quality, level of service, amenities offered and other related facts. The final pricing of transactions with a Related Party shall not be at terms more favourable than the prevailing market practices; All transactions entered/to be entered into pursuant to the Proposed Shareholders Mandate will be tabled to the Audit Committee on a quarterly basis for its review of compliance with the above. In its review of such transactions, the Audit Committee may, as it deems fit, request for additional information pertaining to the transactions from independent sources; Records will be maintained by the Company to capture all RRPTs entered into pursuant to the Proposed Shareholders Mandate to ensure that relevant approvals have been obtained and review procedures in respect of such transactions are adhered to; 5

12 (iv) The Audit Committee shall continuously review the adequacy and appropriateness of the procedures, as and when required, with the authority to sub-delegate to individuals or committee(s) within the Company as they deem appropriate; (v) (vi) Where any of the Directors of the Company has an interest (whether direct or indirect) in a RRPT, such Director(s) shall abstain from all deliberations and voting on that matter in the Board s deliberations of such transaction. Where any member of the Audit Committee is interested in a RRPT, that member shall abstain from voting on any matter relating to any decisions to be taken by the Audit Committee with respect to such transaction; Immediate announcement will be made when the actual amount of a RRPT exceeds the estimated value of the RRPT disclosed in the Circular by 10% or more; (vii) Disclosure will be made in the Annual Report of the Company of the aggregate value of transactions conducted pursuant to the Proposed Shareholders Mandate; and (viii) At least two (2) other contemporaneous transactions with unrelated third parties for similar products/services and/or quantities will be used as comparison, wherever possible, to determine whether the price and terms offered to/by related third parties are fair and reasonable and comparable to those offered to/by other unrelated third parties for the same or substantially similar type of products/services and/or quantities. In the event that quotation or comparative pricing from unrelated third parties cannot be obtained, the transaction prices will be determined by the Group based on usual business practice and on terms which are generally in line with industries norms to ensure that the RRPTs are not detrimental to the Company. There are no thresholds for approval of RRPTs within the Group. 2.8 Statement by the Audit Committee The Audit Committee has considered the review procedures for RRPTs as set out in Section 2.7 above and is of the view that:- (i) (ii) the procedures are sufficient to ensure that the RRPTs will be entered into at arm s length and on normal commercial terms which are consistent with the Titijaya Group s usual business practices, and on terms not more favourable to the Related Parties than those generally available to the public and are not to the detriment of the minority shareholders; and Titijaya Group has in place adequate procedures and processes to monitor, track and identify RRPTs in a timely and orderly manner, and the review of these procedures and processes is conducted on an annual basis. 2.9 Rationale and Benefits of the Proposed Shareholders Mandate The RRPT(s) that are set out in this Circular are all in the ordinary course of business and intended to meet the business needs of Titijaya Group on the best possible terms and represent sound business decisions which are taken for legitimate and bona fide business purposes which will enhance Titijaya Group s ability to explore beneficial business opportunities. The Proposed Shareholders Mandate, if approved by the shareholders, will eliminate the need to make announcements to Bursa Securities or to convene separate general meetings from time to time to seek shareholders approval as and when RRPT(s) with the specified classes of Related Parties arise. This will reduce substantially the expenses associated with the convening of general meetings on an ad hoc basis, improve administrative efficiency considerably and allow manpower resources and time to be focused on attaining Titijaya Group s corporate objectives and business opportunities. The Proposed Shareholders Mandate, is intended to facilitate transactions entered into in the ordinary course of business of Titijaya Group which are transacted from time to time with the Related Parties at arm s length, on Titijaya Group s normal commercial terms which are not more favourable to the Related Parties than those generally available to the public and are not detrimental to the minority shareholders of the Company. 6

13 3.0 INTERESTS OF THE DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM The direct and indirect interests of the Directors and/or Major Shareholders who are interested in the Proposed Shareholders Mandate as at LPD are as follows: Direct Indirect No. of Shares % No. of Shares % Directors Admiral Tan Sri Dato' Sri Mohd Anwar Bin Hj Mohd Nor (Retired) Tan Sri Dato' Lim Soon Peng 300, ,228,333 (1) Lim Poh Yit 779, ,128,333 ( 2) Lim Puay Fung 245, ,128,333 ( 3) Chin Kim Chung 360, Dato' Ch'ng Toh Eng 250, Tan Sri Syed Mohd Yusof Bin Tun ,000 ( 4) 0.11 Syed Nasir Adrian Cheok Eu Gene ,000 ( 5) 0.01 (Alternate Director to Tan Sri Syed Mohd Yusof Bin Tun Syed Nasir) Major Shareholders Tan Sri Dato' Lim Soon Peng 300, ,128,133 (6) Lim Poh Yit 779, ,128,333 (2) Lim Puay Fung 245, ,128,333 (3) Titijaya Group Sdn. Bhd. 222,128, Notes:- (1) Deemed interested pursuant to Section 6A of the Act by virtue of his substantial shareholdings in TGSB and disclosure made pursuant to Section 134(12)(c) of the Act by virtue of his spouse's shareholdings in the Company. (2) Deemed interested pursuant to Section 6A of the Act by virtue of his substantial shareholdings in TGSB. (3) Deemed interested pursuant to Section 6A of the Act by virtue of her substantial shareholdings in TGSB (4) Deemed interested pursuant to Section 6A of the Act by virtue of his substantial shareholdings in ISY Holdings Sdn. Bhd. (5) Deemed interested pursuant to Section 134(12)(c) of the Act by virtue of the shareholdings of his spouse and children in the Company. (6) Deemed interested pursuant to Section 6A of the Act by virtue of his substantial shareholdings in TGSB. As the transacting Related Parties cannot be ascertained prior to the date of this Circular, all the Directors have and will continue to abstain from all Board deliberations and voting at relevant Board meetings in relation to RRPT(s) as set out in Section 2.5 above of this Circular. All the Directors will abstain from voting in respect of their direct and indirect shareholdings, if any, on the Ordinary Resolution pertaining to the Proposed Shareholders Mandate to be tabled at the forthcoming EGM. All the Directors have also undertaken to ensure that Persons Connected with them shall abstain from voting in respect of their direct and indirect shareholdings in the Company, if any, at the forthcoming EGM on the Ordinary Resolution approving the Proposed Shareholders Mandate. 4.0 FINANCIAL EFFECTS OF THE PROPOSED SHAREHOLDERS MANDATE The Proposed Shareholders Mandate is not expected to have any material impact on the issued and paid-up share capital, net assets, gearing, earnings per share and Major Shareholders shareholdings of Titijaya and/or Titijaya Group. 7

14 5.0 APPROVALS REQUIRED The Proposed Shareholders Mandate is subject to the approval of the shareholders of Titijaya at the forthcoming EGM to be convened or at any adjournment thereof. 6.0 DIRECTORS RECOMMENDATION 7.0 EGM The Board has refrained from forming an opinion on RRPTs under Section 2.5 above and making any recommendation in respect thereof as the transacting Related Parties cannot be ascertained as at the date of this Circular. The EGM, Notice of which is enclosed in this Circular, will be held at Concorde II, Level 2, Concorde Hotel Shah Alam, 3, Jalan Tengku Ampuan Zabedah, Shah Alam, Selangor Darul Ehsan on Wednesday, 27 May 2015 immediately following the conclusion or adjournment (as the case maybe) of the Extraordinary General Meeting of the Company convened to seek the approval of shareholders for the Proposed Acquisition which will be held at 10:00 a.m. on the same date at the same venue or at any adjournment thereof, whichever is later, for the purpose of considering and, if thought fit, approving, inter alia, with or without modifications, the ordinary resolution on the Proposed Shareholders Mandate. If you are unable to attend and vote in person at the EGM, you are requested to complete, sign and return the Form of Proxy, which is attached to this Circular, in accordance with the instructions printed thereon as soon as possible so as to arrive at the Company s registered office at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, Kuala Lumpur not later than fortyeight (48) hours before the time appointed for holding the EGM. The lodging of the Form of Proxy will not, however, preclude you from attending and voting in person at the forthcoming EGM should you subsequently wish to do so. 8.0 FURTHER INFORMATION You are advised to refer to the attached Appendix I for further information. Your faithfully, For and on behalf of the Board of Directors TITIJAYA LAND BERHAD ( M) ADMIRAL TAN SRI DATO SRI MOHD ANWAR BIN HJ MOHD NOR (RETIRED) Independent Non-Executive Chairman THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK 8

15 PART B PROPOSED AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN SHARES 9

16 TITIJAYA LAND BERHAD (Company No M) (Incorporated in Malaysia under the Act) Registered Office: Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, Kuala Lumpur 5 May 2015 Board of Directors: Admiral Tan Sri Dato Sri Mohd Anwar bin Hj Mohd Nor (Retired) (Chairman, Independent Non-Executive Director) Tan Sri Dato Lim Soon Peng (Group Managing Director) Lim Poh Yit (Deputy Group Managing Director) Lim Puay Fung (Executive Director) Dato Ch ng Toh Eng (Independent Non-Executive Director) Chin Kim Chung (Independent Non-Executive Director) Tan Sri Syed Mohd Yusof Bin Tun Syed Nasir (Non-Independent Non-Executive Director) Adrian Cheok Eu Gene (Alternate Director to Tan Sri Syed Mohd Yusof Bin Tun Syed Nasir) To: Shareholders of Titijaya Dear Sir/Madam, PROPOSED AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN SHARES 1. INTRODUCTION Titijaya had on 13 February 2015 announced its intention to seek the authority from its shareholders to undertake the Proposed Share Buy-Back to purchase its own shares up to ten per cent (10%) of the issued and paid-up share capital of the Company. The purpose of this Circular is to provide you with relevant details and information of the Proposed Share Buy-Back, together with the Board s recommendation and to seek your approval for the Ordinary Resolution in connection to the Proposed Share Buy-Back to be tabled at the forthcoming EGM of the Company. The Notice of the EGM and the Form of Proxy are enclosed in this Circular. 2. DETAILS OF THE PROPOSED SHARE BUY-BACK The Company proposes to seek the authority from the shareholders of the Company to purchase from time to time up to ten percent (10%) of the issued and paid-up capital of the Company for the time being quoted on the Main Market of Bursa Securities. In accordance with the provisions of Section 67A of the Act and other prevailing laws, rules, regulations, orders, guidelines and requirements governing purchase of a company s own shares, the Company may, subject to the approval of its shareholders and the Memorandum and Articles of Association, purchase its own Shares listed on the Main Market of Bursa Securities through its appointed stockbroker(s) to be appointed at a later date. 10

17 The authority from shareholders, if approved, shall be effective upon passing of the ordinary resolution for the Proposed Share Buy-Back at the EGM of the Company to be convened and will continue to be in force until:- (a) (b) (c) the conclusion of the next AGM of the Company following the general meeting at which such resolution was passed at which time it shall lapse unless by ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions; the expiration of the period within which the next AGM after that date is required by law to be held; or revoked or varied by ordinary resolution passed by the shareholders of the Company in general meeting, whichever occurs first. 2.1 Quantum The maximum aggregate number of Shares which may be purchased by the Company shall not exceed ten percent (10%) of the issued and paid-up ordinary share capital of the Company at any point in time. As at LPD, the issued and paid-up share capital of the Company is RM176,666, comprising 353,333,333 Titijaya Shares. On the assumption that none of the RCPS are converted, the Proposed Share Buy-Back will then enable the Company to purchase up to 35,333,333 Titijaya Shares, representing up to ten percent (10%) of the issued and paid-up share capital of the Company. The actual number of Titijaya Shares to be purchased by the Company pursuant to the Proposed Share Buy-Back, will depend on, inter alia, market conditions and sentiments of Bursa Securities as well as the retained profits, share premium and financial resources available to the Company at the time of the purchase(s). 2.2 Funding The Proposed Share Buy-Back will be funded through internally generated funds and/or bank borrowings or a combination of both. In the event that the Company intends to purchase its own shares using bank borrowings, the Board shall ensure that the Company shall have sufficient funds to repay the bank borrowings and interest expense and that the repayment would not have any material effect on the cash flow of the Company. The maximum amount of funds to be allocated for the Proposed Share Buy-Back shall not exceed the aggregate of retained profits and/or share premium account of the Company based on the latest audited financial statement and/or the latest management accounts of the Company (where applicable) available. As at 30 June 2014, being the latest available audited financial statements, the audited retained profits and share premium account of the Company amounted to RM15,573, and RM78,839,917.00, respectively. Based on the unaudited announced financial results for the second quarter ended 31 December 2014, the retained profits and share premium account of the Company amounted to RM205,320, and RM92,957,000.00, respectively. The remaining of this page is intentionally left blank 11

18 2.3 Regulatory Requirements The Proposed Share Buy-Back is subject to the following requirements:- (a) The public shareholding spread of 25% of the total listed Shares (excluding treasury shares) of the Company is to be maintained at all times; (b) The purchase price of the Purchased Shares cannot be more than fifteen percent (15%) above the weighted average market price for Titijaya Shares for the five (5) Market Days immediately prior to each purchase; and (c) If the Purchased Shares are subsequently resold on Bursa Securities, the selling price of the said Purchased Shares has to be:- (i) (ii) not less than the weighted average market price of the Titijaya Shares for the five (5) Market Days immediately prior to the resale; or not lower than five percent (5%) to the weighted average market price for the Titijaya Shares for the five (5) Market Days immediately prior to the resale provided that:- (aa) (bb) the resale takes place not earlier than thirty (30) days from the date of purchase; and the resale price is not less than the cost of purchase of the Purchased Shares being resold. 2.4 Treatment of Purchased Shares In accordance with Section 67A of the Act, the Company would be able to deal with the Purchased Shares in the following manner:- (a) (b) (c) the Purchased Shares could be cancelled; or the Purchased Shares could be retained as treasury shares for distribution as share dividends to the shareholders of the Company, which then may be applied as a reduction of the retained profits or the share premium account of the Company, and/or be resold through the stock market of Bursa Securities in accordance with the relevant rules of Bursa Securities and/or be cancelled subsequently; or the Purchased Shares could in part be retained as treasury shares and in part be cancelled. While the Purchased Shares are held as treasury shares, the rights attached to them in relation to voting, dividends and participation in any other distributions and otherwise will be suspended. The treasury shares shall not be taken into account in calculating the number or percentage of Shares or of a class of shares in the Company for any purpose, including without limiting the generality of this provision, the provisions of any law or requirement of the Articles of Association of the Company or the Listing Requirements on substantial shareholdings, takeovers, notices, the requisitioning of meetings, the quorum for a meeting and the results of a vote on a resolution at a meeting. In the event that the Board decides to cancel the treasury shares, the issued capital of the Company shall be diminished by the shares so cancelled and the amount by which the Company s issued capital is diminished shall be transferred to the capital redemption reserve of the Company. The cancellation of the shares shall not be deemed to be a reduction of share capital within the meaning of the Act. 12

19 In the event the Company retains the Purchased Shares as treasury shares, it may distribute the treasury shares as dividends to the shareholders and/or resell the Purchased Shares and utilise the proceeds for any feasible investment opportunity arising in the future, or as working capital. The treatment of Titijaya Shares so purchased and held as treasury shares, whether distributed as dividends, resold on the stock market of Bursa Securities or cancelled by the Company, will in turn depend on the availability of retained profits, share premium account and cash flow of the Company. As at the date of this Circular, the Board has yet to make a decision with regard to the treatment of the Purchased Shares, whether to retain as treasury shares or cancel them. Nevertheless, the Board will take into consideration the effect of such treatment on the Titijaya Group in arriving at its decision. In addition, an immediate announcement will be made to Bursa Securities upon each purchase, cancellation and/or resale of Shares pursuant to the Proposed Share Buy-Back. 2.5 Public Shareholding Spread As at LPD, the public shareholding spread of the Company was 36.41%. The public shareholding spread is expected to be reduced to 29.35% assuming the Proposed Share Buy-Back is 35,333,333 Titijaya Shares with the purchase from the market and all the Titijaya Shares so purchased are cancelled. The Company will not undertake any share buy-back if that will result in breach of Paragraph 8.02(1) of the Listing Requirements which requires the Company to maintain a shareholding spread of at least 25% of its total listed shares. The Board is mindful of the shareholding spread requirement and will continue to be mindful of the requirement when making any purchase of Titijaya Shares by the Company. 3.0 RATIONALE FOR THE PROPOSED SHARE BUY-BACK The Proposed Share Buy-Back, if implemented, is expected to have the following potential benefits to the Company and its shareholders: (a) (b) (c) (d) (e) the Company is able to utilise its surplus financial resources which are not immediately required for other uses to purchase its own shares from the open market; where the Purchased Shares are retained as Treasury Shares, the Board would have an option to distribute the Purchased Shares as shares dividends to reward shareholders of the Company; the Purchased Shares may be held as Treasury Shares and resold in the open market to reap potential capital appreciation of the Shares without affecting the total issued and paid-up share capital of the Company; the Company may be able to reduce any unwarranted volatility of its Shares and assist to stablise the supply, demand and price of its Shares in the open market, thereby supporting the fundamental value of its Shares; and Where the Directors resolve to cancel the Titijaya Shares so purchased, the Company expects to enhance the EPS of the Group as a result of a lower number of Titijaya Shares being taken into account for the purpose of computing the EPS, thereby enabling long term and genuine investors to enjoy any potential corresponding increase in the value of their investments in the Company; THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK 13

20 4.0 POTENTIAL ADVANTAGES AND DISADVANTAGES OF THE PROPOSED SHARE BUY- BACK The potential advantages of the Proposed Share Buy-Back to the Company and its shareholders are as follows:- (a) (b) (c) (d) (e) allows the Company to utilise its financial resources to enhance the value of shareholders investments in the Company if there are no immediate use, to purchase the Titijaya Shares; the Proposed Share Buy-Back may also stabilise the supply and demand of Titijaya Shares traded on the stock market of Bursa Securities and mitigate the volatility of Titijaya Share prices. The stability of Titijaya Share prices is important to maintain investors confidence to facilitate future fund raising exercises of the Company via the equity market; the Proposed Share Buy-Back will provide opportunities for the Company to increase its financial resources if the purchased Titijaya Shares which are retained as treasury shares are resold at prices higher than the purchase prices; the resultant reduction of share capital base (in respect of Shares so purchased are then cancelled) is expected to improve the EPS, the NA per Share as well as the probability of declaring a higher quantum of dividend in future; and in the event the treasury shares are distributed as share dividends, it will serve to reward the shareholders of Titijaya. The potential disadvantages of the Proposed Share Buy-Back to the Company and its shareholders are as follows:- (a) (b) (c) the purchase of Titijaya Shares pursuant to the Proposed Share Buy-Back, will reduce the financial resources of the Company and may result in the Titijaya Group foregoing better investment opportunities that may emerge in the future; the purchase may result in a reduction of the amount reserves available for distribution as dividends and/or bonus issue(s) to the shareholders if Titijaya Shares so purchased are cancelled; and in the event the Proposed Share Buy-Back is funded by bank borrowings, the Company s net cash flow may also decline due to the interest costs associated with such borrowings. Nevertheless, the Proposed Share Buy-Back is not expected to have any potential material disadvantages to the Company and its shareholders, as any share buy-back will be undertaken only after in-depth consideration of the financial resources of Titijaya and the resultant impact on its shareholders. The Board, in exercising any decision in implementing the Proposed Share Buy-Back will be mindful of the interests of the Company and its shareholders. 5.0 PURCHASE OF SHARES AND RESALE AND/OR CANCELLATION OF TREASURY SHARES IN THE PREVIOUS TWELVE (12) MONTHS The Company had not sought shareholders approval on the share buy-back authority since its listing on Bursa Securities on 27 November Hence, there had not been any previous purchase, resale and/or cancellation of treasury shares of the Company in the previous twelve (12) months preceding this Circular. 14

21 6.0 FINANCIAL EFFECTS TO THE PROPOSED SHARE BUY-BACK The effects of the Proposed Share Buy-Back on the share capital, NA, earnings, working capital and dividends are set out below:- 6.1 Share Capital The effect of the Proposed Share Buy-Back on the issued and paid-up share capital of the Company will depend on whether the Purchased Shares are cancelled or retained as treasury shares. Based on the issued and paid-up share capital of the Company as at LPD, and assuming that the maximum number of Titijaya Shares (of up to ten percent (10%) of the issued and paid-up share capital) authorised under the Proposed Share Buy-Back are purchased and cancelled, it will result in the issued and paid-up share capital of the Company being reduced as follows:- Scenario I : Assuming that none of the RCPS are converted. Scenario II : Assuming that all outstanding RCPS are converted Existing issued and paid-up share capital as at LPD To be issued pursuant to full conversion of RCPS Enlarged issued and paid-up share capital Assuming all the Purchased Shares pursuant to the Proposed Share Buy-Back are cancelled Scenario I No. of Titijaya Shares at RM0.50 each RM Scenario II No. of Titijaya RM Shares at RM0.50 each 353,333, ,666, ,333, ,666, ,000,000 10,000, ,333, ,666, ,333, ,666, (35,333,333) (17,666,666.65) (37,333,333) (18,666,666.65) Resultant issued and paid-up ordinary share capital 318,000, ,000, ,000, ,000, NA Conversely, if the Purchased Shares are retained as treasury shares, the Proposed Share Buy-Back will not have any effect on the issued and paid up share capital of Titijaya. Nevertheless, certain rights attached to the Titijaya Shares such as voting, dividends and participation in other distribution will be suspended while they are held as treasury shares. The Proposed Share Buy-Back, if carried out, may increase or decrease the NA per Share depending on the purchase price(s) of the Shares to be purchased. The NA per Share will increase if the purchase price is less than the audited NA per Share but will decrease if the purchase price exceeds the audited NA per Share at the time the Shares are purchased. For the Shares so purchased and kept as treasury shares, upon resale, the NA per Share will increase if the gain of the Shares resold has been realised. However, the quantum of the increase in NA per Share will depend on the selling prices of the treasury shares and the number of treasury shares resold. 6.3 Earnings The effects of the Proposed Renewal on the earnings and EPS of the Group will depend on the purchase price(s) of the Shares, the quantum of Shares to be bought back and the 15

22 effective funding cost to the Group to finance the Purchased Shares or any loss in interest income to the Group. Where the Shares so purchased are to be cancelled, the EPS of the Group will generally, all else being equal, increase as a result of the reduction in the issued and paid-up share capital of the Company. 6.4 Working Capital The Proposed Share Buy-Back, if carried out, will reduce the working capital of Titijaya Group. The quantum of the reduction of the working capital of Titijaya Group would depend on the purchase price(s), number of shares purchased and the effective funding cost thereof. However, for the Shares so purchased and kept as treasury shares, upon resale at a higher selling price than the initial purchase price, the working capital of Titijaya Group will increase. Again the quantum of the increase in the working capital will depend on the number of treasury shares resold and the selling price. 6.5 Dividends The Proposed Share Buy-Back, if carried out, may have an impact on the Company s dividend policy as it may reduce the cash available, which may otherwise be used for the dividend payment. Nonetheless, if the Shares so purchased are retained as treasury shares, the dividend rate will also be increased with the suspension of the rights attaching to the Treasury Shares as to dividend entitlement. Moreover, the treasury shares so purchased may be distributed as dividends to shareholders of the Company if the Company so decides. The remaining of this page is intentionally left blank 16

23 7.0 DIRECTORS AND SUBSTANTIAL SHAREHOLDERS SHAREHOLDINGS Based on the Registers of Directors Shareholdings and Substantial Shareholders as at LPD and assuming that the Proposed Share Buy-Back is implemented up to the maximum of 10% of the issued and paid-up share capital and that the Purchased Shares are from the shareholders other than the Directors and Substantial Shareholders of Titijaya, the effect of the Proposed Share Buy-Back on the shareholdings of the Directors and Substantial Shareholders of Titijaya are set out below:- Scenario 1: Our Company purchases 35,333,333 Titijaya Shares, representing approximately ten per cent (10%) of our Company s issued and paid-up share capital as at that date, from parties other than our Directors and substantial shareholders. Assuming that none of the outstanding RCPS held by TGSB are converted. Name Number of Shares held as at LPD After Proposed Share Buy-Back^ Direct Indirect Direct Indirect Directors Admiral Tan Sri Dato Sri Mohd Anwar bin Hj Mohd Nor (Retired) Tan Sri Dato Lim Soon Peng 300, ,228,333 (a) , ,228,333 (a) Lim Poh Yit 779, ,128,333 (b) , ,128,333 (b) Lim Puay Fung 245, ,128,333 (c) , ,128,333 (c) Dato Ch ng Toh Eng 250, , Chin Kim Chung 360, , Tan Sri Syed Mohd Yusof bin Tun Syed Nasir ,000 (d) ,000 (d) 0.13 Adrian Cheok Eu Gene (Alternate Director to Tan Sri ,000(e) ,000 (e) 0.01 Syed Mohd Yusof Bin Tun Syed Nasir) Substantial Shareholders Tan Sri Dato Lim Soon Peng 300, ,128,333 (f) , ,128,333 (f) Lim Poh Yit 779, ,128,333 (b) , ,128,333 (b) Lim Puay Fung 245, ,128,333 (c) , ,128,333 (c) Titijaya Group Sdn. Bhd. 222,128, ,128, AIA Berhad 22,029, ,500 (g) ,029, ,500 (g) 0.16 AIA Company Limited ,545,300 (h) ,545,300 (h) 7.09 AIA Group Limited ,545,300 (h) ,545,300 (h) 7.09 Premium Policy Sdn. Bhd ,545,300 (i) ,545,300 (i) 7.09 Orange Policy Sdn. Bhd ,545,300 (i) ,545,300 (i)

24 Scenario 2: Our Company purchases 37,333,333 Titijaya Shares, representing approximately ten per cent (10%) of our Company s issued and paid-up share capital, from parties other than our Directors and substantial shareholders. Assuming that all outstanding RCPS held by TGSB are converted. Name Number of Shares held as at LPD After Proposed Share Buy-Back^ Direct Indirect Direct Shareholding Indirect Shareholding Directors Admiral Tan Sri Dato Sri Mohd Anwar bin Hj Mohd Nor (Retired) Tan Sri Dato Lim Soon Peng 300, ,228,333 (a) , ,228,333 (a) Lim Poh Yit 779, ,128,333 (b) , ,128,333 (b) Lim Puay Fung 245, ,128,333 (c) , ,128,333 (c) Dato Ch ng Toh Eng 250, , Chin Kim Chung 360, , Tan Sri Syed Mohd Yusof bin Tun Syed Nasir ,000 (d) ,000 (d) 0.12 Adrian Cheok Eu Gene ,000(e) ,000 (e) 0.01 (Alternate Director to Tan Sri Syed Mohd Yusof Bin Tun Syed Nasir) Substantial Shareholders Tan Sri Dato Lim Soon Peng 300, ,128,333 (f) , ,128,333 (f) Lim Poh Yit 779, ,128,333 (b) , ,128,333 (b) Lim Puay Fung 245, ,128,333 (c) , ,128,333 (c) Titijaya Group Sdn. Bhd. 242,128, ,128, AIA Berhad 22,029, ,500 (g) ,029, ,500 (g) 0.15 AIA Company Limited ,545,300 (h) ,545,300 (h) 6.71 AIA Group Limited ,545,300 (h) ,545,300 (h) 6.71 Premium Policy Sdn. Bhd ,545,300 (i) ,545,300 (i) 6.71 Orange Policy Sdn. Bhd ,545,300 (i) ,545,300 (i) 6.71 Notes:- ^ Assuming that the Purchase of Share Buy-Back is implemented in full, i.e. 10% of the issued and paid up share capital of the Company, the Purchased Shares are held as treasury shares under the respective scenarios and that the Directors and the substantial shareholders shareholding in Titijaya remain unchanged. a Deemed interested pursuant to Section 6A of the Act by virtue of his substantial shareholdings in TGSB and disclosure made pursuant to Section 134(12)(c) of the Act by virtue of his spouse's shareholdings in the Company. b Deemed interested pursuant to Section 6A of the Act by virtue of his substantial shareholdings in TGSB. c Deemed interested pursuant to Section 6A of the Act by virtue of her substantial shareholdings in TGSB. d Deemed interested pursuant to Section 134(12)(c) of the Act by virtue of his spouse's shareholdings in the Company. e Deemed interested pursuant to Section 134(12)(c) of the Act by virtue of the shareholdings of his spouse and children in the Company. f Deemed interested pursuant to Section 6A of the Act by virtue of his substantial shareholdings in TGSB. g Deemed interested pursuant to Section 6A of the Act by virtue of the shares held by AIA PUBLIC and APAM. h Deemed interested pursuant to Section 6A of the Act by virtue of the shares held by AIA Bhd. i Deemed interested pursuant to Section 6A of the Act by virtue of the shares held by AIA Bhd., AIA PUBLIC and APAM. As at the date of this Circular, the Board has yet to make a decision with regard to the treatment of the Purchased Shares and will take into consideration the effect of such treatment to the Group in arriving in its decision. 18

25 8.0 IMPLICATION OF THE CODE Pursuant to Practice Note 9 of the Code, in the event the Proposed Share Buy-Back results in any major shareholder and/or persons acting in concert with him: (a) (b) holding more than thirty-three per centum (33%) of the voting shares or voting rights in the Company, the affected major shareholder and/or persons acting in concert with him will be obliged to make a mandatory offer for the remaining Titijaya Shares not held by him; or who already holds more than thirty-three per centum (33%) but not more than fifty per centum (50%) of the voting shares or voting rights in Titijaya, increases his holding of the voting shares or voting rights of the Company by more than two per centum (2%) in any six (6) months period, the affected major shareholder and/or persons acting in concert with him will be obliged to make a mandatory offer for the remaining Titijaya Shares not held by him. Based on the shareholdings of the Substantial Shareholders as at LPD and assuming the purchase of the Company s own shares is carried out in full, the share buy-back exercise does not have any implication on the Code, the effects on the Substantial Shareholders are set out in Part B, Section 7.0 of this Circular. As the Board has no intention for the Proposed Share Buy-Back to trigger the obligation to undertake a mandatory general offer under the Code by any of its substantial shareholders and/or parties acting in concert with them, the Board will ensure that only such number of Titijaya Shares are purchased, retained as Treasury Shares, cancelled or distributed such that the Code will not be triggered. The Board is aware of the requirements of the Code and will be mindful of the requirements when making any purchase of Titijaya Shares pursuant to the Proposed Share Buy-Back. 9.0 HISTORICAL SHARE PRICES OF TITIJAYA SHARES The monthly highest and lowest closing prices of Titijaya Shares traded on the Bursa Securities for the past twelve (12) months from May 2014 to April 2015 are as follows:- Year 2014 High RM Low RM 2014 May June July August September October November December January February March April (Source: Bloomberg) The last transacted price of Titijaya Shares on 6 April 2015, being the last practicable date prior to the printing of this Circular : RM

26 10.0 INTERESTED DIRECTORS, SUBSTANTIAL SHAREHOLDERS AND PERSONS CONNECTED TO THEM Save for the proportionate increase in the percentage shareholdings of the Directors and substantial shareholders of Titijaya as a result of the decrease in the issued and paid-up share capital after the Proposed Share Buy-Back, none of the Directors and/or substantial shareholders and/or persons connected to them, has any interest, directly or indirectly, in the Proposed Share Buy-Back and the subsequent resale of treasury shares, if any APPROVALS REQUIRED The Proposal is subject to the approval of the shareholders of Titijaya at the forthcoming EGM of the Company to be convened or at any adjournment thereof. Save for the approval of the shareholders of Titijaya, there are no other approvals required for the Proposal DIRECTORS RECOMMENDATION 13.0 EGM Having considered all aspects of the Proposed Share Buy-Back, the Board is of the opinion that the Proposed Share Buy-Back is fair, reasonable and in best interest of the Company and accordingly, recommends that shareholders vote in favour of the ordinary resolution for the Proposed Share Buy-Back to be tabled at the forthcoming EGM of the Company. The forthcoming EGM, notice of which is enclosed in the Circular, will be held immediately following the conclusion or adjournment (as the case may be) of the EGM of the Company convened to seek the approval of shareholders for the Proposed Acquisition, which will be held at the same venue and on the same day at 10:00 a.m. or at any adjournment thereof, whichever is later, for the purpose of considering and if thought fit, passing the ordinary resolution so as to give effect to the Proposed Share Buy-Back. If you are not able to attend and vote in person at the EGM, you are requested to complete, sign and return the enclosed Form of Proxy, in accordance with the instructions printed thereon as soon as possible, so as to arrive at the Registered Office of the Company at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, Kuala Lumpur, not less than fortyeight (48) hours before the time fixed for the EGM. The lodging of the Form of Proxy will not, however, preclude you from attending and voting in person at the forthcoming EGM should you subsequently wish to do so FURTHER INFORMATION Shareholders are requested to refer to Appendix I of this Circular for further information. Your faithfully, For and on behalf of the Board of Directors TITIJAYA LAND BERHAD ( M) ADMIRAL TAN SRI DATO SRI MOHD ANWAR BIN HJ MOHD NOR (RETIRED) Independent Non-Executive Chairman 20

27 APPENDIX I FURTHER INFORMATION 1. DIRECTORS RESPONSIBILITY STATEMENT This Circular has been seen and approved by the Board who collectively and individually accept full responsibility for the accuracy of the information given in this Circular and confirm that, after having made all reasonable enquiries and to the best of their knowledge and belief, there are no other facts, the omission of which would make any statement in this Circular false or misleading. 2. MATERIAL CONTRACTS Save as disclosed below, Titijaya Group have not entered into any material contracts (not being contracts entered into in the ordinary course of business) during the past two (2) years immediately preceding the LPD: (a) (b) (c) (d) (e) (f) (g) (h) On 7 May 2013, Titijaya entered into a share sale agreement with Ang Lin Chu and Lim Kian Choon (collectively referred to as Epoch Property Vendors ) whereby Titijaya agreed to acquire from the Epoch Property Vendors the entire issued and paid up share capital in Epoch Property Sdn Bhd comprising two (2) ordinary shares of RM1.00 each for a cash consideration of RM100, The transaction was completed on 4 June 2013; On 8 July 2013, Titijaya had acquired the entire issued and paid-up share capital in Prosperous Hectares Sdn Bhd comprising two (2) ordinary shares of RM1.00 each for a cash consideration of RM2.00 from Lim Kok Heng and Lim Kok Shee; On 9 July 2013; On 9 July 2013, Titijaya had acquired the entire issued and paid-up share capital in Titijaya PMC Sdn Bhd comprising two (2) ordinary shares of RM1.00 each for a cash consideration of RM2.00 from Lim Kok Heng and Lim Kok Shee; On 28 October 2013, Titijaya entered into an Underwriting Agreement with Alliance Investment Bank Berhad for the underwriting of up to 17,000,000 public issue shares for an underwriting commission of 2.0% of the total value of the underwritten shares at RM1.50 per initial public offering share; and On 18 March 2014, Titijaya had acquired the entire issued and paid-up share capital in Exquisite Acres Sdn Bhd (now known as Titijaya Resources Sdn Bhd) comprising two (2) ordinary shares of RM1.00 each for a cash consideration of RM2.00 from Saharuddin bin Abdullah and Sumami Binti Kiman; On 18 April 2014, Titijaya and Prosperous Hectares Sdn Bhd has entered into a joint venture agreement with Bina Puri Construction Sdn Bhd for the development on a portion of the freehold land held under Lot PT 100, Seksyen 69, Bandar Kuala Lumpur, District and State of Wilayah Persekutuan Kuala Lumpur situated in Brickfields, District of Kuala Lumpur. This joint venture agreement is still ongoing. On 14 July 2014, Titijaya Resources Sdn Bhd (formerly known as Exquisite Acres Sdn Bhd) entered into a share sale agreement with Lim Soo Huen and Lim Soo Seong to acquire 70,000 shares in Tenang Sempurna Sdn Bhd for a purchase consideration of RM70, This transaction was completed on 8 August 2014; On 24 March 2015, Titijaya had acquired the entire issued and paid-up share capital in Presmdale Development Sdn. Bhd. comprising two (2) ordinary shares of RM1.00 each for a cash consideration of RM2.00 from Aziah Binti Musa and Radijah Binti Abdul Razak. THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK 21

28 3. MATERIAL LITIGATION There is no material litigations, claims or arbitration, either as a plaintiff or a defendant, which will have a material and/or adverse effect on the financial position or business of the Group and the Board is not aware of any proceedings pending or threatened against the Group or of any fact which is likely to give rise to any proceedings which may materially and/or adversely affect the position or business of the Group. 4. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents are available for inspection at the Registered Office of the Company at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, Kuala Lumpur during normal office hours (except for public holidays) from the date of this Circular up to and including the date of the forthcoming EGM: a. The Memorandum and Articles of Association of Titijaya; b. The audited financial statements of the Group for the two (2) financial year ended 30 June 2013 and 30 June 2014; c. The latest unaudited financial statements of the Group for 6-month financial period ended 31 December 2014; d. The material contracts as referred to in Section 2 above. THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK 22

29 TITIJAYA LAND BERHAD (Company No M) (Incorporated in Malaysia) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting of Titijaya Land Berhad ( TITIJAYA or Company ) will be held at Concorde II, Level 2, Concorde Hotel Shah Alam, 3, Jalan Tengku Ampuan Zabedah, Shah Alam, Selangor Darul Ehsan on Wednesday, 27 May 2015 at 11:00 a.m. or immediately following the conclusion or adjournment (as the case may be) of the Extraordinary General Meeting convened to seek the approval of shareholders of Titijaya for the Proposed Acquisition which will be held 10:00 a.m. on the same day at the same venue, whichever is later, for the purpose of considering and if thought fit, passing the following ordinary resolutions with or without modifications: ORDINARY RESOLUTION 1 PROPOSED SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE ( PROPOSED SHAREHOLDERS MANDATE ) THAT, subject to the provisions of the Listing Requirements of Bursa Malaysia Securities Berhad, approval be and is hereby given to the Company and its subsidiaries to enter into recurrent related party transactions of a revenue or trading nature with the Related Parties as set out in Part A, Section 2.5 of the Circular to Shareholders dated 5 May 2015, provided such transactions are necessary for the day-to-day operations of the Company and/or its subsidiaries and are carried out in the ordinary course of business, on arm s length basis and on normal commercial terms which are not more favourable to the parties with which such recurrent transactions to be entered into than those generally available to the public and are not detrimental to the minority shareholders of the Company. THAT such approval shall continue to be in force until:- (i) (ii) (iii) the conclusion of the next Annual General Meeting of the Company following the general meeting at which the Proposed Shareholders Mandate was passed, at which time it will lapse, unless by a resolution passed at the Annual General Meeting whereby the authority is renewed; or the expiration of the period within which the next Annual General Meeting of the Company is required to be held pursuant to Section 143(1) of the Companies Act, 1965 (but must not extend to such extension as may be allowed pursuant to Section 143(2) of the Companies Act, 1965); or revoked or varied by resolution passed by the shareholders in general meeting, whichever is the earlier. AND THAT the Directors of the Company be and are hereby authorised to complete and do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary to give effect to the Proposed Shareholders Mandate. ORDINARY RESOLUTION 2 PROPOSED AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN SHARES ( PROPOSED SHARE BUY-BACK ) THAT, subject always to the Companies Act, 1965, the provisions of the Memorandum and Articles of Association of the Company, the Main Market Listing Requirements of Bursa Malaysia Securities

30 Berhad ( Bursa Securities ) and all other applicable laws, guidelines, rules and regulations, the Company be and is hereby authorised, to the fullest extent permitted by law, to purchase such amount of ordinary shares of RM0.50 each in the Company as may be determined by the Directors of the Company from time to time through Bursa Securities upon such terms and conditions as the Directors may deem fit and expedient in the interest of the Company provided that:- (i) (ii) (iii) the aggregate number of shares purchased does not exceed ten per cent (10%) of the total issued and paid-up share capital of the Company as quoted on Bursa Securities as at the point of purchase; the maximum fund to be allocated by the Company for the purpose of purchasing the Shares shall not exceed the aggregate of the retained profits and share premium account of the Company based on the latest audited financial statement and/or the latest management accounts of the Company (where applicable) available at the time of the purchase(s); and the Directors of the Company may decide either to retain the shares purchased as treasury shares or cancel the shares or retain part of the shares so purchased as treasury shares and cancel the remainder or to resell the shares or distribute the shares as dividend. THAT the authority conferred by this resolution will commence immediately and will, subject to renewal thereat, and shall continue to be in force until: (a) (b) (c) at the conclusion of the next Annual General Meeting of the Company following the forthcoming Extraordinary General Meeting at which such resolution was passed at which time it will lapse, unless by ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions; or the expiration of the period within which the next Annual General Meeting after the date is required by law to be held; or; revoked or varied by a resolution of the shareholders of the Company in a general meeting; whichever occurs first. AND THAT authority be and is hereby given unconditionally and generally to the Directors of the Company to take all such steps as are necessary or expedient (including without limitation, the opening and maintaining of central depository account(s) under Securities Industry (Central Depositories) Act, 1991, and the entering into all other agreements, arrangements and guarantee with any party or parties) to implement, finalise and give full effect to the aforesaid purchase with full powers to assent to any conditions, modifications, variations and/or amendments (if any) as may be imposed by the relevant authorities and with the fullest power to do all such acts and things thereafter (including without limitation, the cancellation and/or retention and/or distribution and/or selling of all or any part of the purchased shares in accordance with the Companies Act, 1965, the provisions of the Memorandum and Articles of Association of the Company and the requirements and/or guidelines of Bursa Securities for the Main Market and all other relevant governmental and/or regulatory authorities. BY ORDER OF THE BOARD TITIJAYA LAND BERHAD CHUA SIEW CHUAN (MAICSA ) Company Secretary Kuala Lumpur 5 May 2015

31 Notes: 1. In respect of deposited securities, only members whose names appear in the Record of Depositors on 20 May 2015 ( General Meeting Record of Depositors ) shall be eligible to attend the meeting. 2. A member entitled to attend and vote at this meeting is entitled to appoint a maximum of two (2) proxies to attend and vote instead of him. A proxy may but need not be a member of the Company and the provision of Section 149(1) of the Companies Act, 1965 shall not apply to the Company. 3. Where a member appoints more than one (1) Proxy (not more than two (2) proxies), the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy. A proxy appointed to attend and vote at the Meeting shall have the same rights as the member to speak at the Meeting. Notwithstanding this, a member entitled to attend and vote at the Meeting is entitled to appoint any person as his proxy to attend and vote instead of the member at the meeting. There shall be no restriction as to the qualifications of the proxy. 4. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or if the appointer is a corporation, under its common seal or in other manner approved by its Board of Directors. 5. Where a member of the Company is an Authorised Nominee as defined under the Securities Industry (Central Depositories) Act, 1991, it may appoint up to two (2) proxies in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account. 6. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account ( Omnibus Account ), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each Omnibus Account it holds. 7. The instrument appointing a proxy must be deposited at the registered office of the Company at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, Kuala Lumpur not less than fortyeight (48) hours before the time set for holding the meeting or any adjournment thereof.

32 TITIJAYA LAND BERHAD (Company No M) I/We FORM OF PROXY NRIC No./Company No.: of being a member/ members of TITIJAYA LAND BERHAD, hereby appoint : of or failing him/her, of or failing him/her, the CHAIRMAN OF THE MEETING as *my / our proxy to vote for me / us and on my / our behalf at the Extraordinary General Meeting of the Company to be held at held at Concorde II, Level 2, Concorde Hotel Shah Alam, 3, Jalan Tengku Ampuan Zabedah, Shah Alam, Selangor Darul Ehsan on Wednesday, 27 May 2015, at 11:00 a.m. or immediately following the conclusion or adjournment (as the case may be) of the Extraordinary General Meeting convened to seek the approval of shareholders of Titijaya for the Proposed Acquisition which will be held 10:00 a.m. on the same day at the same venue, whichever is later. My / our proxy is to vote as indicated below: RESOLUTIONS FOR AGAINST Ordinary Resolution 1 - Proposed Shareholders Mandate Ordinary Resolution 2 - Proposed Share Buy-Back Please indicate with an X in the spaces provided above as to how you wish your votes to be cast. If no specific direction as to voting is given, the proxy will vote or abstain at his / her discretion. Dated this day of Number of Shares Held CDS Account No. Signature of Shareholder/Common Seal * Strike out whichever is not applicable Notes: 1. In respect of deposited securities, only members whose names appear in the Record of Depositors on 20 May 2015 ( General Meeting Record of Depositors ) shall be eligible to attend the meeting. 2. A member entitled to attend and vote at this meeting is entitled to appoint a maximum of two (2) proxies to attend and vote instead of him. A proxy may but need not be a member of the Company and the provision of Section 149(1) of the Companies Act, 1965 shall not apply to the Company. 3. Where a member appoints more than one (1) Proxy (not more than two (2) proxies), the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy. A proxy appointed to attend and vote at the Meeting shall have the same rights as the member to speak at the Meeting. Notwithstanding this, a member entitled to attend and vote at the Meeting is entitled to appoint any person as his proxy to attend and vote instead of the member at the meeting. There shall be no restriction as to the qualifications of the proxy. 4. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or if the appointer is a corporation, under its common seal or in other manner approved by its Board of Directors. 5. Where a member of the Company is an Authorised Nominee as defined under the Securities Industry (Central Depositories) Act, 1991, it may appoint up to two (2) proxies in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account. 6. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account ( Omnibus Account ), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each Omnibus Account it holds. 7. The instrument appointing a proxy must be deposited at the registered office of the Company at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, Kuala Lumpur not less than forty-eight (48) hours before the time set for holding the meeting or any adjournment thereof.